SEEK LIMITED — Share Issue/Capital Change 2014

Feb 26, 2014

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

SEEK LIMITED

ABN

46 080 075 314

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1	+Classof +securitiesissued or tobe issued	Issue 1: Fully paid ordinary sharesIssue 2: Fully paid ordinary shares
2	Number of +securitiesissued ortobeissued(ifknown)ormaximum number which maybe issued	Issue 1: Fully paid ordinary shares: 33,432Issue 2: Fully paid ordinary shares: 1,156,069
3	Principaltermsofthe+securities(e.g.ifoptions,exercise price and expiry date; if+securities,partlypaidtheamountoutstandingandduedatesforpayment;if+convertiblesecurities,theconversion price and dates forconversion)	Issue 1: Fully paid ordinary sharesIssue 2: Fully paid ordinary shares

+ See chapter 19 for defined terms.

4 Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities? If the additional +securities do not rank equally, please state: the date from which they do the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment Yes 5 Issue price or consideration Issue 1: Fully paid ordinary shares Issue price: 21 February 2014: $15.26 (33,432 shares issued) Note: Issue price is the VWAP for the 5 trading days up to and including the day before issue. Issue 2: Fully paid ordinary shares Issue price: 25 February 2014: $15.69 (1,156,069 shares issued) Note: Issue price is the VWAP for the 5 trading days up to and including the day before issue. 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) Issue 1: Fully paid ordinary shares Shares issued pursuant to the exercise of share options and performance rights by executives and senior managers under the Performance Rights & Option Plan. Issue 2: Fully paid ordinary shares Shares issued pursuant to the exercise of share options and performance rights by Executive Director under the Executive Director Option Plan. 6a Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i Not applicable

6b The date the security holder resolution under rule 7.1A was passed

• 6c Number of +securities issued without security holder approval under rule 7.1
• 6d Number of +securities issued with security holder approval under rule 7.1A
• 6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
• 6f Number of +securities issued under an exception in rule 7.2 Not applicable
• 6g If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation.
• 6h If +securities were issued under rule 7.1A for non‐cash consideration, state date on which valuation of consideration was released to ASX Market Announcements
• 6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements

7 +Issue dates

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Issue 1: Fully Paid Ordinary Shares 21 February 2014 33,432 shares Issue 2: Fully Paid Ordinary Shares 25 February 2014 1,156,069 shares

Not applicable

• See chapter 19 for defined terms.

		Number	+Class
8	+classNumberandofall+securitiesquotedonASX+securities(includingtheinsection 2 if applicable)	340,357,027	Ordinary shares

9 Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)

Number	+Class
OptionsPerformance rights	8,769,41946

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue

11	Issecurityholderapprovalrequired?	Not applicable
12	Is the issue renounceable or non‐renounceable?	Not applicable
13	+securitiesRatioinwhichthewill be offered	Not applicable
14	+Classof +securitiesto which theoffer relates	Not applicable
15	+Recorddatetodetermineentitlements	Not applicable
16	Willholdingsondifferentregisters(orsubregisters)beaggregatedforcalculatingentitlements?	Not applicable
17	Policy for deciding entitlementsin relation to fractions	Not applicable

18	Names of countries in which theentity has security holders whowillnotbesentnewofferdocumentsNote: Security holders must be told how theirentitlements are to be dealt with.Cross reference: rule 7.7.	Not applicable
19	Closingdateforreceiptofacceptances or renunciations	Not applicable
20	Names of any underwriters	Not applicable
21	Amount of any underwriting feeor commission	Not applicable
22	Namesofanybrokerstotheissue	Not applicable
23	Feeorcommissionpayabletothe broker to the issue	Not applicable
24	Amountofanyhandlingfeepayabletobrokerswholodgeacceptances or renunciations onbehalf of security holders	Not applicable
25	Iftheissueiscontingentonsecurityholders'approval,thedate of the meeting	Not applicable
26	Date entitlement and acceptanceform and offer documents will besent to persons entitled	Not applicable
27	If the entity has issued options,andthetermsentitleoptionholderstoparticipateonexercise,thedateonwhichnoticeswill be sent tooptionholders	Not applicable
28	Date rights trading will begin (ifapplicable)	Not applicable
29	Date rights trading will end (ifapplicable)	Not applicable

+ See chapter 19 for defined terms.

30	Howdosecurityholdersselltheir entitlements in full througha broker?	Not applicable
31	How do security holders sell partof their entitlements through a	Not applicable
	brokerandacceptforthe
	balance?
32	How do security holders disposeof their entitlements (except bysale through a broker)?	Not applicable
33	+Issuedate	Not applicable

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34	Type of +securities
	(tick one)

(a)		+Securitiesdescribed in Part 1
-----	--	------------------------------------

(b) All other +securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders
• 36 If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 ‐ 1,000 1,001 ‐ 5,000 5,001 ‐ 10,000 10,001 ‐ 100,000 100,001 and over
• 37 A copy of any trust deed for the additional +securities

Entities that have ticked box 34(b)

38	Number of +securitiesfor which+quotationis sought	Not applicable
39	+Class+securitiesofforwhichquotation is sought	Not applicable
40	Do the +securitiesrank equally inall respects from the +issuedatewith an existing +classof quoted+securities?	Not applicable
	+securitiesIftheadditionaldonot rank equally, please state:the date from which they dotheextenttowhichtheyparticipateforthenext
	dividend,(inthecaseofatrust, distribution) or interestpaymentthe extent to which they do
	not rank equally, other than inrelation to the next dividend,distributionorinterestpayment
41	Reason for request for quotationnow	Not applicable
	Example: In the case of restricted securities, endof restriction period
	(ifissueduponconversionofanother +security,clearly identifythat other +security)
		Number	+Class
42	+classNumberandofall+securitiesquotedonASX(including the +securitiesin clause38)	Not applicable	Not applicable

+ See chapter 19 for defined terms.

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX may quote the +securities on any conditions it decides.
• 2 We warrant the following to ASX.
  • The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.
  • There is no reason why those +securities should not be granted +quotation.
  • An offer of the + securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no‐one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.
• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.
• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: Moana Weir Date: 27 February 2014 Company Secretary

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